**SCHEDULE 8B** 

  

 **PART 1** 

  

 **FORM OF LESSOR LEGAL OPINION (IN-HOUSE)** 

  

 [DATE] 

  

 AIRTRAN AIRWAYS, INC. 

 9955 AirTran Boulevard 

 Orlando, Florida 32827 

  




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| --- | --- | --- |
|   | Re: | AirTran Airways, Inc., Lease of One Boeing Model B737-700 Aircraft Bearing Manufacturer’s Serial Number
[            ]  |

  

 Ladies and Gentlemen: 

  

 I am a
Vice President and Counsel of GE Capital Aviation Services, Inc., a direct or indirect wholly owned subsidiary of General Electric Capital Corporation, and an affiliate of
[                                       
 ], a Delaware limited liability company (the “Lessor”), and have acted as internal counsel to the Lessor in connection with the transactions contemplated by that certain Aircraft Lease Agreement dated as of August 15, 2003 between
Lessor and AirTran Airways, Inc. (“Lessee”), which incorporates by reference the terms and provisions of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Lessee and Aviation Financial Services Inc.
(“AFS”) (collectively, the “Lease Agreement”). This opinion letter is also being delivered in connection with a Guarantee (the “Guarantee”), dated as of August 15, 2003, issued by AFS in favor of Lessee. 

  

 Except as otherwise noted herein, all capitalized terms used herein shall
have the respective defined meanings set forth in the Lease Agreement.